SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: November 13,1997 (October 29, 1997)
HEALTHSOUTH Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10315 63-0860407
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
One HealthSouth Parkway
Birmingham, Alabama 35243
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (205) 967-7116
Including Area Code:
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective October 29, 1997, HEALTHSOUTH Corporation, a Delaware corporation
(the "Company"), through its wholly-owned subsidiary, Reid Acquisition
Corporation, a Delaware corporation (the "Subsidiary"), completed the
acquisition of Horizon/CMS Healthcare Corporation, a Delaware corporation
("Horizon/CMS"), through a merger of the Subsidiary with and into Horizon/CMS.
As contemplated by the terms of the Plan and Agreement of Merger by and among
the parties, as amended, Horizon/CMS is the surviving corporation in the merger,
and is wholly owned by the Company. Horizon/CMS stockholders received 0.84338 of
a share of Common Stock, par value $.01 per share, of the Company for each share
of the Common Stock, par value $.001 per share, of Horizon/CMS held by them.
Based on the price of HEALTHSOUTH Common Stock on the last business day
preceding the effective date of the merger, the exchange ratio represents a
value of $21.51 per share to Horizon/CMS's stockholders. The transaction was
accounted for as a purchase and had an approximate value of $1.65 billion,
including the assumption of debt.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The required audited consolidated financial statements of Horizon/CMS at
May 31, 1997 and 1996, and for each of the three years in the period ended May
31, 1997, were filed with Horizon/CMS's Annual Report on Form 10K/A Amendment
No. 1 for the fiscal year ended May 31, 1997, and are hereby incorporated herein
by reference. The required unaudited consolidated financial statements of
Horizon/CMS at August 31, 1997, and for the period then ended, were filed with
Horizon/CMS's Quarterly Report on Form 10-Q for the quarter ended August 31,
1997, and are hereby incorporated herein by reference.
(b) Pro Forma Financial Information.
The required pro forma consolidated financial information is as set forth
under the description "SELECTED PRO FORMA FINANCIAL INFORMATION" beginning on p.
57 of the Company's Registration Statement on Form S-4 (Reg. No. 333-36419)
dated September 25, 1997, and is hereby incorporated herein by reference.
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(c) Exhibits.
(2) Plan and Agreement of Merger, dated as of February 17, 1997, as
amended, by and among HEALTHSOUTH Corporation, Reid Acquisition
Corporation and Horizon/CMS Healthcare Corporation, filed as
Annex A to the Prospectus forming a part of the Company's
Registration Statement on Form S-4 (Reg. No. 333-36419), as filed
with the Commission on September 25, 1997, is hereby incorporated
herein by reference.
(23-1) Consent of Arthur Andersen LLP.
(23-2) Consent of Ernst & Young LLP.
THE REGISTRANT UNDERTAKES TO FURNISH SUPPLEMENTALLY TO THE COMMISSION UPON
REQUEST A COPY OF ANY EXHIBIT TO THE PLAN AND AGREEMENT OF MERGER, INCORPORATED
BY REFERENCE HEREIN AS EXHIBIT (2).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 13, 1997
HEALTHSOUTH Corporation
By /s/ William W. Horton
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William W. Horton
Senior Vice President
and Corporate Counsel
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Exhibit 23-1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated August 27, 1997, included in the
Horizon/CMS Healthcare Corporation Form 10-K/A Amendment No.1 for the fiscal
year ended May 31, 1997. It should be noted that we have not audited any
financial statements of the Company subsequent to May 31, 1997, or performed any
audit procedures subsequent to September 23, 1997.
ARTHUR ANDERSEN LLP
Albuquerque, New Mexico
November 10, 1997
Exhibit 23-2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on Form 8-K
of HEALTHSOUTH Corporation of our report (related to the financial statements
and schedule of Continental Medical Systems, Inc. for the year ended June 30,
1995, not presented separately therein) dated August 3, 1995, except for Note 6
and Note 19 for which the date is September 26, 1995; Note 14 for which the date
is September 12, 1995; and Note 20 for which the date is September 27, 1995
included in the Horizon/CMS Healthcare Corporation Annual Report (Form 10-K/A
Amendment No.1) for the year ended May 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & Young LLP
Harrisburg, Pennsylvania
September 23, 1997
